1. Definition of Users and Eligibility.
a. “Users”. Anyone who uses our Site in any manner, including but not limited to visiting and browsing the Site, creating an account or downloading items from our Site, being registered or otherwise, is a “user”. Portfolio companies, Investors and STARTUPRUNNER employees are also users, as well as anyone who contributes content, information, and other materials or service.
b. Eligibility. As a User, you represent and warrant that you are at least 18 years of age. If you are under age 18, you may not, under any circumstances or for any reason, use our Website. We may, in our sole discretion, refuse to offer our Services to any person or entity and change its eligibility criteria at any time. Our Services are offered only for your use, and not for the use or benefit of any third party.
4. Relationship of the Parties.
5. Electronic Communication between parties. The communications between you and STARTUPRUNNER use electronic means, whether you use our Website or send us emails, or whether STARTUPRUNNER posts notices on our Website or communicates with you via email. For contractual purposes, you (i) consent to receive communications from STARTUPRUNNER in an electronic form; and (ii) agree that all terms and conditions, agreements, notices, disclosures, and other communications that STARTUPRUNNER provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in hardcopy writing. The foregoing does not affect your non-waivable rights. Electronic notices should be sent to: firstname.lastname@example.org.
b. Page Content and Features.
b.2. User Content. All Third Party Content as well as all Content posted by Users on STARTUPRUNNER (collectively “User Content”), whether publicly posted or privately transmitted, is the sole responsibility of the person who originated such Content. You are responsible for maintaining the security of your account and content and you are fully responsible for all activities that occur under the account and any other actions taken in connection with the content. You must not describe or assign keywords to your content in a misleading or unlawful manner, including in a manner intended to trade on the name or reputation of others, and STARTUPRUNNER may change or remove any description or keyword that it considers inappropriate or unlawful, or otherwise likely to cause STARTUPRUNNER liability. You represent that all User Content provided by you is in compliance with all applicable laws, rules and regulations. You acknowledge that all content, including User Content, accessed by you using our Website is at your own risk and you will be solely responsible for any damage or loss to you or any other party resulting therefrom. We do not guarantee that any Content you access on or through our Website is or will continue to be accurate. STARTUPRUNNER is not obligated to backup any User Content, and your User Content may be deleted at any time without prior notice. STARTUPRUNNER has no responsibility or liability for the deletion or accuracy of any User Content; the failure to store, transmit, or receive transmission of User Content; or the security, privacy, storage, or transmission of other communications originating with or involving use of our Website. You acknowledge that STARTUPRUNNER has no obligation to pre-screen User Content, although STARTUPRUNNER reserves the right in its sole discretion to pre-screen, refuse, or remove any User Content at any time for any reason. You must immediately notify STARTUPRUNNER of any unauthorized uses of your content, your account or any other breaches of security. STARTUPRUNNER will not be liable for any acts or omissions by You, including any damages of any kind incurred as a result of such acts or omissions.
b.5. Content Provided by Other Parties. Our Website may contain Content provided by third parties, including but not limited to templates and advisory material. We are not responsible for and do not control such User Content. We have the right, but no obligation to review or monitor such content. We do not approve, endorse or make any representations or warranties with respect to such Content. You use all such Content at your own risk. We do not provide financial or legal advice and all standardized templates offered through our website are available “as it is” at the user’s option and convenience to facilitate drafting documents. These templates do not replace the user’s needs for professional financial and/or legal counsel and we are not liable to the user or any third party for any harm that may result from the use of these templates.
b.6. Notices and Restrictions. Our Website may contain Content specifically provided by us, our partners or advisors and such Content is protected by copyrights, trademarks, service marks, patents, trade secrets or other proprietary rights and laws. You shall abide by and maintain all copyright notices, information, and restrictions contained in any Content accessed through our Website.
7. Policies and Features. Regarding postings on our Website please be aware of the following policies:
a. STARTUPRUNNER will remove postings that contain abusive, vulgar, offensive, threatening or harassing language; personal attacks of any kind; or offensive terms that target specific individuals or groups;
b. Postings provided in no way constitute a legal or official notice to STARTUPRUNNER or any official or employee of STARTUPRUNNER for any purpose;
c. Postings on this Website may be treated as a federal record;
d. By posting you accept that your information may be used and recorded by StartupRunner.
8. Third Party Services. Our Website may permit you to link to other Websites, services or resources on the Internet, and other Websites, services or resources may contain links to our Website. When you access third party resources on the Internet, you do so at your own risk. These other resources are not under our control, and you acknowledge that we are not responsible or liable for the content, functions, accuracy, legality, appropriateness or any other aspect of such Websites or resources. The inclusion of any such link does not imply our endorsement or any association between us and their operators. You further acknowledge and agree that, except otherwise provided, we shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods or services available on or through any such Website or resource.
9. Ownership. Copyright & Trademark. Licenses. Restrictions.
b. Copyright & Trademark Information. All copyrights reserved, trademarks, logos and service marks (“Marks”) displayed on our Website are our property or the property of other third parties. You are not permitted to use these Marks without our prior written consent or the consent of such third party which may own the Marks.
b.1. Copyright Policy. STARTUPRUNNER has adopted the following general policy toward copyright infringement in accordance with the Digital Millennium Copyright Act that provides for the removal of any infringing materials and for the termination, in appropriate circumstances, of users of our Services who are repeat infringers of intellectual property rights, including copyrights.
b.2. Procedure for Reporting Copyright Infringement. If you believe that material or content residing on or accessible through our Website infringes a copyright, and wish to have the allegedly infringing material removed, please send us a written notification of copyright infringement containing the following information:
(i) a physical or electronic signature of a person authorized to act on behalf of the owner of the copyright that has been allegedly infringed;
(ii) identification of works or materials being infringed;
(iii) identification of the material that is claimed to be infringing including information regarding the location of the infringing materials that the copyright owner seeks to have removed, with sufficient detail so that STARTUPRUNNER is capable of finding and verifying its existence;
(iv) contact information about the notifier including address, telephone number and, if available, e-mail address;
(v) a statement that the notifier has a good faith belief that the material is not authorized by the copyright owner, its agent, or the law; and
(vi) a statement made under penalty of perjury that the information provided is accurate and the notifying party is authorized to make the complaint on behalf of the copyright owner. Please note that, pursuant to 17 U.S.C. § 512(f), any misrepresentation of material fact (falsities) in a written notification automatically subjects the complaining party to liability for any damages, costs and attorney’s fees incurred by us in connection with the written notification and allegation of copyright infringement.
c. Licenses granted to you by STARTUPRUNNER.
10. License And Access You Grant To STARTUPRUNNER. By submitting User Content through our Website, you hereby do and shall grant us a worldwide, non-exclusive, perpetual, royalty-free, fully paid, sublicensable and transferable license to use, edit, modify, truncate, aggregate, reproduce, distribute, prepare derivative works of, display, perform, and otherwise fully exploit the User Content provided in connection with our Website and our (and our successors’ and assigns’) businesses, including without limitation a license to promote and redistribute part or all of your content (and derivative works thereof) in in our site or any media formats and through any media channels (including, without limitation, third party Websites and feeds), including after the termination of your Account. You represent and warrant that you have all rights to grant such licenses to us without infringement or violation of any third party rights, including without limitation, any privacy rights, publicity rights, copyrights, trademarks, contract rights, or any other intellectual property or proprietary rights.
a. Modification of Services. STARTUPRUNNER reserves the right, at any time, to modify, suspend, or discontinue our Website (in whole or in part) with or without notice to you. You agree that STARTUPRUNNER will not be liable to you or to any third party for any modification, suspension, or discontinuation of our Website or any part thereof.
14. Warranty Disclaimer. We have no special relationship with or fiduciary duty to you. You acknowledge that we have no duty to take any action regarding: which users gain access to our Website; what Content you access via our Website; or how you may interpret or use the Content. You hereby forever discharge and release us, our affiliates and each of our and their respective employees, contractors, directors, suppliers and representatives from, and hereby waive and relinquish, each and every past, present and future dispute, claim, controversy, demand, right, obligation, liability, action and cause of action of every kind and nature (including personal injuries, death, and property damage), that has arisen or arises directly or indirectly out of, or that relates directly or indirectly to: (i) our Website; (ii) any inaccurate, incomplete, unreliable, illegal or infringing Content posted on our Website, whether caused by us or any user of our Website, or by any of the equipment or programming associated with or utilized in our Website; (iii) the conduct, whether online or offline, of any user; (iv) any injury, loss or damage caused by another user or User Content posted on our Website, whether online or offline; and (v) any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, our Website’ users’ communications. IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 IN CONNECTION WITH THE FOREGOING, WHICH STATES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.” YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OUR WEBSITE AND CONTENT ARE PROVIDED “AS IS”, “AS AVAILABLE”, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. WE, AND OUR DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, LICENSORS, PARTNERS AND CONTENT PROVIDERS DO NOT WARRANT THAT: (I) OUR WEBSITE WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (II) ANY DEFECTS OR ERRORS WILL BE CORRECTED; (III) ANY CONTENT OR SOFTWARE AVAILABLE AT OR THROUGH OUR WEBSITE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (IV) THE RESULTS OF USING OUR WEBSITE WILL MEET YOUR REQUIREMENTS. YOUR USE OF OUR WEBSITE IS SOLELY AT YOUR OWN RISK. IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO THE SITE OR SERVICES, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE OF FIRST USE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY STARTUPRUNNER OR ITS AUTHORIZED REPRESENTATIVES WILL CREATE A WARRANTY. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.
15. Indemnification. Limitation on Liability. Force Majeure.
b. Limitation of Liability. IN NO EVENT SHALL WE, NOR OUR DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS, LICENSORS OR CONTENT PROVIDERS, BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO OUR SERVICES (I) FOR ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, COMPENSATORY OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, SUBSTITUTE GOODS OR SERVICES (HOWEVER ARISING), (II) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION), OR (III) FOR ANY DIRECT DAMAGES IN EXCESS OF $100.00 AND THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN STARTUPRUNNER AND YOU.
c. Force Majeure. We shall not be liable for any failure to perform our obligations hereunder where such failure results from any cause beyond our reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation.